Central Plains Bancshares, Inc. Stock Compensation Disclosure
Note 17 - Stock based compensation
ESOP
Employees participate in an ESOP. The ESOP borrowed funds from the Company to purchase 330,465 shares of stock at $10 per share. The Association makes discretionary contributions to the ESOP and the ESOP uses funds it receives to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensation. Participants receive the shares at the end of employment.
Each December, the Association makes discretionary contributions to the ESOP, which are equal to principal and interest payments required on the term loan. In December 2024, the Association made a discretionary contribution of $303,000 to the Company for payment on the loan. The ESOP compensation expense for the year ended March 31, 2025 and 2024 was $167,000 and $161,000, respectively.
Shares held by the ESOP were as follows:
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As of March 31, |
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2025 |
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2024 |
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(Dollars in thousands) |
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Shares allocated |
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29,743 |
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16,524 |
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Unallocated |
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300,722 |
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313,941 |
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Total ESOP shares |
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330,465 |
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330,465 |
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Less: Average unallocated ESOP shares |
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Fair value of unearned shares at March 31, 2025 and 2024, respectively |
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$ |
4,487 |
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$ |
3,208 |
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Equity Incentive Plan
At the Company's annual meeting of stockholders held on November 26, 2024, stockholders approved the Central Plains Bancshares, Inc. 2024 Equity Incentive Plan (“2024 Equity Plan”), which provides for the granting of up to 578,313 shares (165,232
shares of restricted stock and 413,081 stock options) of the Company’s common stock pursuant to equity awards made under the 2024 Equity Plan.
Stock options granted under the 2024 Equity Plan generally vest in equal annual installments over a service period of five years beginning one year from the date of grant. The vesting of the options accelerates upon death, disability or an involuntary termination at or following a change in control of the Company. Stock options are generally granted at an exercise price equal to the fair value of the Company’s common stock on the grant date based on the closing market price of the Company's common stock on the date of grant, and have an expiration period of ten years. On November 27, 2024, the Company granted 123,924 stock options and on January 10, 2025, the Company granted 185,000 stock options under the 2024 Equity Plan. As of March 31, 2025, the Company has 104,157 stock options available for future grants under the 2024 Equity Plan.
The fair value of stock options granted is estimated utilizing the Black-Scholes option pricing model using the following assumptions:
Due to the limited historical information of the Company’s stock, management considered the weighted historical volatility of the common stock of the Company and other similar entities for an appropriate period in determining the volatility rate used in the estimation of fair value. The expected life of the stock option was estimated using the simplified method. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company recognizes compensation expense for the fair values of these awards, which have graded vesting, on a straight-line basis over the requisite service period of the awards. The weighted average grant date fair value of stock options granted during the year ended March 31, 2025 was $5.61.
The following is a summary of the Company's stock option activity and related information for the periods presented. There was no stock option activity for the year ended March 31, 2024.
Stock Option |
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Shares |
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Weighted Average Exercise Price |
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Weighted Average Remaining Contractual Term (in years) |
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Aggregate Intrinsic Value |
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(Dollars in thousands) |
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Options, outstanding April 1, 2024 |
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— |
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$ |
— |
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— |
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$ |
— |
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Granted, November 27, 2024 |
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123,924 |
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14.40 |
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9.7 |
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64 |
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Granted, January 10, 2025 |
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185,000 |
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14.79 |
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9.8 |
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24 |
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Vested |
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— |
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— |
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— |
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— |
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Forfeited |
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— |
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— |
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— |
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— |
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Options, outstanding March 31, 2025 |
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308,924 |
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$ |
14.63 |
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9.7 |
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$ |
88 |
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Exercisable - End of Period |
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— |
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$ |
— |
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The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, the difference between the Company's closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options.
Expected future expense relating to the non-vested options outstanding as of March 31, 2025 is $1.6 million over a weighted average period of 4.7 years.
Restricted shares granted under the 2024 Equity Plan generally vest in equal annual installments over a service period of five years beginning one year from the date of grant. The vesting of the awards accelerates upon death, disability or an involuntary termination at or following a change in control of the Company. The product of the number of shares granted and the grant date closing market price of the Company’s common stock determines the fair value of restricted shares under the 2024 Equity Plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period.
On November 27, 2024, the Company granted 49,566 shares of restricted stock and on January 10, 2025, the Company granted 79,500 shares of restricted stock with a total grant-date fair value of $1.9 million. These restricted stock awards vest in equal installments
over a five-year period beginning one year from the date of grant. As of March 31, 2025, the Company has 36,167 shares of restricted stock available for future grants under the 2024 Equity Plan.
The following is a summary of the status of the Company's restricted shares as of March 31, 2025 and changes thereto during the period presented.
Restricted Stock |
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Shares |
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Weighted Average Exercise Price |
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Nonvested balance as of April 1, 2024 |
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— |
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$ |
— |
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Granted, November 27, 2024 |
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123,924 |
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14.40 |
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Granted, January 10, 2025 |
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185,000 |
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14.79 |
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Vested |
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— |
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— |
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Forfeited |
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— |
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— |
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Nonvested balance as of March 31, 2025 |
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308,924 |
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$ |
14.63 |
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Expected future expense relating to the non-vested restricted shares outstanding as of March 31, 2025, is $1.8 million over a weighted average period of 4.7 years.
The following table presents the stock based compensation expense for the periods presented.
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Year Ended March 31, |
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2025 |
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2024 |
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(Dollars in thousands) |
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Stock option expense |
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$ |
93 |
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$ |
— |
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Restricted stock expense |
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100 |
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— |
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Total stock based compensation expense |
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$ |
193 |
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$ |
— |
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About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.